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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K/A
(Amendment No. 2)
(Mark One)
| ☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended May 31, 2023
| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission file number: 000-50612
| UNIQUE
LOGISTICS INTERNATIONAL, INC. |
| (Exact Name of registrant as specified in its charter) |
| Nevada |
|
01-0721929 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
| |
|
|
| 154-09 146th Ave, Jamaica, NY |
|
11434 |
| (Address of principal executive offices) |
|
(Zip Code) |
Tel: (718) 978-2000
(Registrant’s telephone number, including
area code)
Securities registered under Section 12(b) of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of exchange on which registered |
| None |
|
None |
|
None |
Securities registered under Section 12(g) of the Act:
Common Stock, par value $0.001
per share
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☐
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant, as of the last business day of the registrant’s most recently completed
second fiscal quarter ended November 30, 2022 was $19,179,402.
As of September 15, 2023, there were 799,141,770 shares
of the registrant’s common stock outstanding.
| Audit Firm Id |
|
Auditor Name: |
|
Auditor Location: |
| 688 |
|
Marcum LLP |
|
New York, NY |
EXPLANATORY NOTE
Unique Logistics International, Inc. (the “Company,” “we,” “us,” “our” and other similar terms) is filing this Amendment No. 2
(this “Second Amendment”) to its Annual Report on Form 10-K for the year ended May 31, 2023, as filed with the
Securities and Exchange Commission on September 15, 2023 (the “Original Form 10-K”) and as amended by
Amendment No. 1 to the Original Form 10-K filed on September 22, 2023, for the purpose of amending
the beneficial ownership table contained in Part III, Item 12.
Accordingly, this Second Amendment consists only of
the facing page, this explanatory note, Item 12, the signature pages to Form 10-K and the applicable exhibits. The Original Form 10-K
and Amendment No. 1 thereto are otherwise unchanged. This Second Amendment should be read in conjunction with the Original Form 10-K and
Amendment No. 1 thereto. Further, this Second Amendment does not reflect any subsequent events occurring after the filing date of the
Original Form 10-K and does not modify or update in any way the disclosures made in the Original Form 10-K or Amendment No. 1 thereto
except as described above.
Pursuant to
Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Second Amendment contains certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.
TABLE OF CONTENTS
PART III
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
The following table sets
forth, as of September 14, 2023, the number of shares of Common Stock owned by (i) each person who is known by us to own of record or
beneficially 5% or more of the outstanding shares of Common Stock, (ii) each of our directors, (iii) each of our executive officers, and
(iv) all of our directors and executive officers as a group. The address of our directors and officers is c/o Unique Logistics Holdings,
Inc. at 154-09 146th Ave, Jamaica, NY 11434.
Beneficial ownership has
been determined in accordance with the rules of the SEC and is calculated based on 799,141,770 shares of Common Stock issued and outstanding
as of September 14, 2023. Shares of Common Stock subject to options, warrants, shares of Preferred Stock or other securities convertible
into Common Stock that are currently exercisable or convertible, or exercisable or convertible within 60 days of September 14, 2023, are
deemed outstanding (i) without regard to the fact that the Company is limited to 800,000,000 authorized shares of Common Stock and (ii)
for computing the percentage of the person holding the option, warrant, preferred stock, or convertible security but not for computing
the percentage of any other person.
The holders of Series A Preferred Stock and Series
B Preferred Stock reflected in the table below vote together with the holders of the Common Stock on an as converted basis on each matter
submitted to a vote of holders of Common Stock. With respect to the Series C Convertible Preferred Stock and the Series D Convertible
Preferred Stock, Unique Logistics may not, without the affirmative vote of the holders of a majority of the then-outstanding shares of
the applicable series, (i) disproportionally alter or change adversely the powers, preferences or rights given to, or alter or amend the
Certificate of Designations of, such Series of Preferred Stock, (ii) amend its certificate of incorporation or other charter documents
in any manner that disproportionally adversely affects any rights of the holders of such series of Preferred Stock, (iii) increase or
decrease the number of authorized shares of such series of Preferred Stock or (iv) enter into any agreement with respect to any of the
foregoing. Otherwise, holders of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock have no voting rights except
as required by law.
Except as indicated by the footnotes below, we believe,
based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power
with respect to all shares of Common Stock that they beneficially own, except to the extent that power may be shared with a spouse.
| Name and Address of Beneficial Owner | |
Total Shares Beneficially Owned | | |
% of Unique Logistics Common Stock Outstanding | |
| 5% Beneficial Stockholders | |
| | | |
| | |
| Great Eagle Freight Limited(1) | |
| 1,002,015,791 | | |
| 55.6 | % |
| 3a Capital Establishment(2) | |
| 939,343,295 | | |
| 54.0 | % |
| Trillium Partners LP(3) | |
| 939,343,295 | | |
| 54.0 | % |
| Douglas Tabor(4) | |
| 43,878,000 | | |
| 5.5 | % |
| | |
| | | |
| | |
| Officers and Directors | |
| | | |
| | |
| Sunandan Ray(5) | |
| 4,693,413,109 | | |
| 91.3 | % |
| David Briones(6) | |
| 130,929,400 | | |
| 14.1 | % |
| Patrick Lee | |
| 601,209 | | |
| 0.1 | % |
| Eli Kay | |
| — | | |
| — | |
| Migdalia Diaz | |
| — | | |
| — | |
| | |
| | | |
| | |
| Officers and Directors as a Group (5 persons) | |
| 4,824,943,718 | | |
| 91.0 | % |
| (1) |
Great Eagle Freight Limited beneficially owns no shares of Common Stock and 153,062 shares of Series B Preferred Stock that convert at a rate of 6,546.47 shares Common Stock for every one share of Series B Preferred Stock. Mr. Richard Chi Tak Lee has sole voting and dispositive power over the shares of Common Stock beneficially owned by Great Freight Limited. |
| (2) |
Represents the maximum number of shares of Common Stock that 3a can beneficially control under a contractually stipulated 9.99% ownership restriction. 3a beneficially owns no shares of Common Stock and 180 shares of Series D Convertible Preferred Stock that convert at a rate of 6,283,080 shares of Common Stock for every one share of Series D Convertible Preferred Stock. Nicola Feuerstein has sole voting and dispositive power over the shares of Common Stock beneficially owned by 3a. |
| (3) |
Represents the maximum number of shares of Common Stock that Trillium can beneficially control under a contractually stipulated 9.99% ownership restriction. Trillium beneficially owns no shares of Common Stock and 195 shares of Series C Convertible Preferred Stock that convert at a rate of 6,283,080 shares of Common Stock for every one share of Series C Convertible Preferred Stock. Stephen M. Hicks has sole voting and dispositive power over the shares of Unique Logistics Common Stock beneficially owned by Trillium. |
| (4) |
Douglas Tabor reported in a Schedule 13G filed with the SEC on February 15, 2023, that he has sole voting and investment power of 40,878,000 shares of Common Stock and shared voting and dispositive power with Texas Time Express, Inc., a Texas corporation, of 3,000,000 shares of Common Stock. Mr. Tabor is the President of Texas Time Express, Inc. |
| (5) |
Sunandan Ray owns 322,086,324 shares of Common Stock and 667,738 shares of Series B Preferred Stock that convert at a rate of 6,546.47 shares of Common Stock for every one share of Series B Preferred Stock. |
| (6) |
David Briones owns no shares of Common Stock and 20,000 shares of Series A Convertible Stock that convert at a rate of 6,546.47 shares of Common Stock for every one share of Series A Preferred Stock. |
PART IV
Item 15. Exhibits and Financial Statement Schedules.
a. Exhibits
| Exhibit |
|
|
|
Incorporated
by Reference |
|
Filed
or Furnished |
| Number |
|
Exhibit
Description |
|
Form |
|
Exhibit |
|
Filing
Date |
|
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
| 2.1 |
|
Agreement and Plan of Merger and Reorganization, dated October 8, 2020 |
|
8-K |
|
2.1 |
|
10/13/2020 |
|
|
| 2.2 |
|
Agreement and Plan of Merger dated as of December 18, 2022, by and among Edify Acquisition Corp., Edify Merger Sub, Inc., and Unique Logistics International, Inc. |
|
8-K |
|
2.1 |
|
12/19/2022 |
|
|
| 3.1 |
|
Certificate of Designation of Series A Preferred of Innocap, Inc., dated October 7, 2020 |
|
8-K |
|
3.1 |
|
10/13/2020 |
|
|
| 3.2 |
|
Certificate of Designation of Series B Preferred of Innocap, Inc., dated October 7, 2020 |
|
8-K |
|
3.2 |
|
10/13/2020 |
|
|
| 3.3 |
|
Certificate of Designation of Series C Convertible Preferred Stock of Unique Logistics International, Inc., dated December 7, 2021 |
|
8-K |
|
3.1 |
|
12/13/2021 |
|
|
| 3.4 |
|
Certificate of Designation of Series D Convertible Preferred Stock of Unique Logistics International, Inc., dated December 7, 2021 |
|
8-K |
|
3.2 |
|
12/13/2021 |
|
|
| 3.5 |
|
Certificate of Correction to Certificate Designation of Series C Convertible Preferred Stock of Unique Logistics International, Inc., dated December 8, 2021 |
|
8-K |
|
3.3 |
|
12/13/2021 |
|
|
| 3.6 |
|
Certificate of Correction to Certificate Designation of Series D Convertible Preferred Stock of Unique Logistics International, Inc., dated December 8, 2021 |
|
8-K |
|
3.4 |
|
12/13/2021 |
|
|
| 3.7 |
|
Certificate of Correction to Certificate Designation of Series C Convertible Preferred Stock of Unique Logistics International, Inc., dated December 15, 2021 |
|
10-Q |
|
3.5 |
|
01/14/2022 |
|
|
| 3.8 |
|
Certificate of Correction to Certificate Designation of Series D Convertible Preferred Stock of Unique Logistics International, Inc., dated December 15, 2021 |
|
10-Q |
|
3.6 |
|
01/14/2022 |
|
|
| 3.9 |
|
Amended and Restated Articles of Incorporation |
|
8-K |
|
3.1 |
|
01/14/2021 |
|
|
| 3.10 |
|
Amended and Restated Bylaws |
|
8-K |
|
3.1 |
|
11/09/2021 |
|
|
| 3.11 |
|
Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on April 26, 2022 |
|
8-K |
|
3.1 |
|
04/29/2022 |
|
|
| 3.12 |
|
Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on October 4, 2022 |
|
8-K |
|
3.1 |
|
10/07/2022 |
|
|
| 3.13 |
|
Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on October 4, 2022 |
|
8-K |
|
3.2 |
|
10/07/2022 |
|
|
| 3.14 |
|
Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on October 4, 2022 |
|
8-K |
|
3.3 |
|
10/07/2022 |
|
|
| 3.15 |
|
Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on March 31, 2023 |
|
10-Q |
|
3.1 |
|
04/20/2023 |
|
|
| 3.16 |
|
Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on March 31, 2023 |
|
10-Q |
|
3.2 |
|
04/20/2023 |
|
|
| 3.17 |
|
Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on March 31, 2023 |
|
10-Q |
|
3.3 |
|
04/20/2023 |
|
|
| 4.1 |
|
Description of Securities |
|
10-K/A |
|
4.1 |
|
09/22/2023 |
|
|
| 10.1 |
|
Stock Purchase Agreement, dated April 28, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.1 |
|
09/19/2022 |
|
|
| 10.2 |
|
Share Sale and Purchase Agreement (Unique Logistics International (India) Private Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.2 |
|
09/19/2022 |
|
|
| 10.3 |
|
Share Sale and Purchase Agreement (ULI (North & East China) Company Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.3 |
|
09/19/2022 |
|
|
| 10.4 |
|
Share Sale and Purchase Agreement (Unique Logistics International Co., Ltd.), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.4 |
|
09/19/2022 |
|
|
| 10.5 |
|
Share Sale and Purchase Agreement (TGF Unique Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.5 |
|
09/19/2022 |
|
|
| 10.6 |
|
Share Sale and Purchase Agreement (Unique Logistics International (H.K.) Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.6 |
|
09/19/2022 |
|
|
| 10.7 |
|
Share Sale and Purchase Agreement (Unique Logistics International (Vietnam) Co., Ltd.), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.7 |
|
09/19/2022 |
|
|
| 10.8 |
|
Share Sale and Purchase Agreement (Unique Logistics International (ULI (South China)) Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.8 |
|
09/19/2022 |
|
|
| 10.9 |
|
Share Sale and Purchase Agreement (Unique Logistics International (South China) Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.9 |
|
09/19/2022 |
|
|
| 10.10 |
|
Amendment No. 1 to Stock Purchase Agreement, dated January 23, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited. |
|
8-K |
|
10.1 |
|
02/27/2023 |
|
|
| 10.11 |
|
Amendment No. 2 to Stock Purchase Agreement, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited. |
|
8-K |
|
10.2 |
|
02/27/2023 |
|
|
| 10.12 |
|
Amendment No. 1 to the Share Sale and Purchase Agreement for Unique Logistics International (India) Private Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited. |
|
8-K |
|
10.3 |
|
02/27/2023 |
|
|
| 10.13 |
|
Amendment No. 1 to the Share Sale and Purchase Agreement for ULI (North & East China) Company Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.4 |
|
02/27/2023 |
|
|
| 10.14 |
|
Amendment No. 1 to the Share Sale and Purchase Agreement for Unique Logistics International Co., Ltd., dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.5 |
|
02/27/2023 |
|
|
| 10.15 |
|
Amendment No. 1 to the Share Sale and Purchase Agreement TGF Unique Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.6 |
|
02/27/2023 |
|
|
| 10.16 |
|
Amendment No. 1 to the Share Sale and Purchase Agreement for Unique Logistics International (H.K.) Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.7 |
|
02/27/2023 |
|
|
| 10.17 |
|
Amendment No. 1 to the Share Sale and Purchase Agreement for Unique Logistics International (Vietnam) Co., Ltd., dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.8 |
|
02/27/2023 |
|
|
| 10.18 |
|
Amendment No. 1 to the Share Sale and Purchase Agreement for Unique Logistics International (South China) Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.9 |
|
02/27/2023 |
|
|
| 10.19 |
|
Amendment No. 1 to the Share Sale and Purchase Agreement for ULI (South China) Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.10 |
|
02/27/2023 |
|
|
| 10.20 |
|
Promissory Note in the principal amount of $1,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited |
|
8-K |
|
10.11 |
|
02/27/2023 |
|
|
| 10.21 |
|
Promissory Note in the principal amount of $4,500,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited |
|
8-K |
|
10.12 |
|
02/27/2023 |
|
|
| 10.22 |
|
Promissory Note in the principal amount of $5,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited |
|
8-K |
|
10.13 |
|
02/27/2023 |
|
|
| 10.23 |
|
Promissory Note in the principal amount of $5,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited |
|
8-K |
|
10.14 |
|
02/27/2023 |
|
|
| 10.24 |
|
Promissory Note in the principal amount of $2,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited |
|
8-K |
|
10.15 |
|
02/27/2023 |
|
|
| 10.25 |
|
Promissory Note in the principal amount of $1,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited |
|
8-K |
|
10.16 |
|
02/27/2023 |
|
|
| 10.26 |
|
Promissory Note in the principal amount of $2,500,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited |
|
8-K |
|
10.17 |
|
02/27/2023 |
|
|
| 10.27 |
|
Promissory Note in the principal amount of $2,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited |
|
8-K |
|
10.18 |
|
02/27/2023 |
|
|
| 10.28 |
|
Stock Purchase Agreement, dated February 21, 2023, by and between Unique Logistics International, Inc. and Frangipani Trade Services, Inc. |
|
8-K |
|
10.19 |
|
02/27/2023 |
|
|
| 10.29 |
|
Promissory Note in the principal amount of $500,000, dated February 21, 2023, in favor of Frangipani Trade Services, Inc. |
|
8-K |
|
10.20 |
|
02/27/2023 |
|
|
| 10.30 |
|
Shareholders Agreement for ULI (South China) Company Limited |
|
8-K |
|
10.21 |
|
02/27/2023 |
|
|
| 10.31 |
|
Shareholders Agreement for TGF Unique Limited |
|
8-K |
|
10.22 |
|
02/27/2023 |
|
|
| 10.32 |
|
Share Purchase and Asset Transfer Agreement for ULI (North and East China) Company Limited and Supplement |
|
8-K |
|
10.23 |
|
02/27/2023 |
|
|
| 10.33 |
|
Financing Agreement, dated March 10, 2023, by and among Unique Logistics International, Inc., Unique Logistics Holdings, Inc., Unique Logistics International (NYC), LLC, Unique Logistics International (BOS), Inc., Alter Domus (US) LLC, CB Agent Services LLC, CB Participations SPV, LLC, and CP IV SPV, LLC |
|
8-K |
|
10.1 |
|
03/14/2023 |
|
|
| 10.34 |
|
Fee Letter, dated March 10, 2023, by and among Unique Logistics International, Inc., Unique Logistic Holdings, Inc., Unique Logistics International (NYC), LLC, Unique Logistics International (BOS), Inc., Alter Domus (US) LLC, and CB Agent Services LLC |
|
8-K |
|
10.2 |
|
03/14/2023 |
|
|
| 10.35 |
|
Security Agreement, dated March 10, 2023, by and among Unique Logistics International, Inc., Unique Logistic Holdings, Inc., Unique Logistics International (NYC), LLC, Unique Logistics International (BOS), Inc., and Alter Domus (US) LLC |
|
8-K |
|
10.3 |
|
03/14/2023 |
|
|
| 10.36 |
|
Collateral Assignment, dated March 10, 2023, by and among Unique Logistics International, Inc. and Alter Domus (US) LLC |
|
8-K |
|
10.4 |
|
03/14/2023 |
|
|
| 10.37 |
|
Intercompany Subordination Agreement, dated March 10, 2023, by and among Unique Logistics International, Inc., Unique Logistic Holdings, Inc., Unique Logistics International (NYC), LLC, Unique Logistics International (BOS), Inc., Unique Logistics International (India) Private Ltd., ULI (North & East China) Company Limited, Unique Logistics International (H.K.) Limited, ULI (South China) Limited, Unique Logistics International (South China) Limited, Unique Logistics International (Shanghai) Co., Ltd., Shenzhen Unique logistics International Limited, and Alter Domus (US) LLC |
|
8-K |
|
10.5 |
|
03/14/2023 |
|
|
| 10.38 |
|
Agent Fee Letter, dated March 10, 2023, by and among Unique Logistics International, Inc. and Alter Domus (US) LLC |
|
8-K |
|
10.6 |
|
03/14/2023 |
|
|
| 10.39 |
|
Employment Agreement, dated May 29, 2020, by and between Unique Logistics International, Inc. and Sunandan Ray |
|
8-K |
|
10.3 |
|
10/13/2020 |
|
|
| 10.40 |
|
Amendment dated as of May 29, 21, to Employment Agreement by and between Unique Logistics International, Inc. and Sunandan Ray |
|
8-K |
|
10.2 |
|
06/03/2021 |
|
|
| 10.41 |
|
Employment Agreement, dated August 11, 2021, by and between Unique Logistics International, Inc. and Eli Kay |
|
8-K |
|
10.1 |
|
08/16/2021 |
|
|
| 10.42 |
|
Employment Agreement, dated April 25, 2022, by and between Unique Logistics International, Inc. and Migdalia Diaz |
|
8-K |
|
10.1 |
|
04/26/2022 |
|
|
| 10.43 |
|
Lock-Up Agreement, dated as of December 18, 2022, by and among Edify Acquisition Corp., and various parties thereto |
|
8-K |
|
10.1 |
|
12/19/2022 |
|
|
| 10.44 |
|
Company Voting and Support Agreement, dated as of December 18, 2022, by and among Edify Acquisition Corp., Unique Logistics International, Inc., Frangipani Trade Services, Inc. and Great Eagle Freight Limited |
|
8-K |
|
10.2 |
|
12/19/2022 |
|
|
| 10.45 |
|
Sponsor Support Agreement, dated as of December 18, 2022, by and among Edify Acquisition Corp., Colbeck Edify Holdings, LLC, Unique Logistics International, Inc. and the other parties thereto. |
|
8-K |
|
10.3 |
|
12/19/2022 |
|
|
| 10.46 |
|
Amendment No. 1 to Stock Purchase Agreement, dated as of December 18, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited |
|
8-K |
|
10.4 |
|
12/19/2022 |
|
|
| 21.1 |
|
Subsidiaries of the Registrant |
|
10-K/A |
|
21.1 |
|
09/22/2023 |
|
|
| 31.1 |
|
Principal Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
10-K |
|
31.1 |
|
09/15/2023 |
|
|
| 31.2 |
|
Principal Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
10-K |
|
31.2 |
|
09/15/2023 |
|
|
| 31.3 |
|
Principal Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
10-K/A |
|
31.3 |
|
09/22/2023 |
|
|
| 31.4 |
|
Principal Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
10-K/A |
|
31.4 |
|
09/22/2023 |
|
|
| 31.5 |
|
Principal Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
|
X |
| 31.6 |
|
Principal Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
|
X |
| 32.1 |
|
Principal Executive Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
10-K |
|
32.1 |
|
09/15/2023 |
|
|
| 32.2 |
|
Principal Financial Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
10-K |
|
32.2 |
|
09/15/2023 |
|
|
| 101.INS |
|
Inline XBRL
Instance Document. |
|
|
|
|
|
|
|
X |
| 101.SCH |
|
Inline XBRL
Taxonomy Extension Schema Linkbase Document. |
|
|
|
|
|
|
|
X |
| 101.CAL |
|
Inline XBRL
Taxonomy Calculation Linkbase Document. |
|
|
|
|
|
|
|
X |
| 101.DEF |
|
Inline XBRL
Taxonomy Extension Definition Linkbase Document. |
|
|
|
|
|
|
|
X |
| 101.LAB |
|
Inline XBRL
Taxonomy Label Linkbase Document. |
|
|
|
|
|
|
|
X |
| 101.PRE |
|
Inline XBRL
Taxonomy Presentation Linkbase Document. |
|
|
|
|
|
|
|
X |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
|
|
|
X |
b.
Financial Statement Schedules
None.
SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| Date: October 31, 2023 |
UNIQUE LOGISTICS INTERNATIONAL, INC. |
| |
|
| |
By: |
/s/ Sunandan Ray |
| |
|
Sunandan Ray |
| |
|
Chief Executive Officer, Chairman of the Board
(Principal Executive Officer) |
Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Sunandan Ray |
|
Director, Chief Executive Officer |
|
October 31, 2023 |
| Sunandan Ray |
|
Principal Executive Officer |
|
|
| |
|
|
|
|
| /s/ Eli Kay |
|
Chief Financial Officer |
|
October 31, 2023 |
| Eli Kay |
|
Principal Financial and Accounting Officer |
|
|
| |
|
|
|
|
| /s/ David Briones |
|
Director |
|
October 31, 2023 |
| David Briones |
|
|
|
|
| |
|
|
|
|
| /s/ Patrick Lee |
|
Director |
|
October 31, 2023 |
| Patrick Lee |
|
|
|
|
Exhibit 31.5
CERTIFICATION
I, Sunandan Ray, certify that:
| |
1. |
I have reviewed this amendment no. 2 on Form 10-K/A to the annual report on Form 10-K of Unique Logistics International, Inc.; |
| |
|
|
| |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: October 31, 2023 |
/s/ Sunandan Ray |
| |
Sunandan Ray |
| |
Chief Executive Officer |
| |
(Principal Executive Officer) |
Exhibit 31.6
CERTIFICATION
I, Eli Kay, certify that:
| |
1. |
I have reviewed this amendment no. 2 on Form 10-K/A to the annual report on Form 10-K of Unique Logistics International, Inc.; |
| |
|
|
| |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: October 31, 2023 |
/s/ Eli Kay |
| |
Eli Kay |
| |
Chief Financial Officer |
| |
(Principal Financial and Accounting Officer) |
v3.23.3
Cover - USD ($)
|
12 Months Ended |
|
|
May 31, 2023 |
Sep. 15, 2023 |
Nov. 30, 2022 |
| Cover [Abstract] |
|
|
|
| Document Type |
10-K/A
|
|
|
| Amendment Flag |
true
|
|
|
| Amendment Description |
Unique Logistics International, Inc. (the “Company,” “we,” “us,” “our” and other similar terms) is filing this Amendment No. 2
(this “Second Amendment”) to its Annual Report on Form 10-K for the year ended May 31, 2023, as filed with the
Securities and Exchange Commission on September 15, 2023 (the “Original Form 10-K”) and as amended by
Amendment No. 1 to the Original Form 10-K filed on September 22, 2023, for the purpose of amending
the beneficial ownership table contained in Part III, Item 12.
|
|
|
| Document Annual Report |
true
|
|
|
| Document Transition Report |
false
|
|
|
| Document Period End Date |
May 31, 2023
|
|
|
| Document Fiscal Period Focus |
FY
|
|
|
| Document Fiscal Year Focus |
2023
|
|
|
| Current Fiscal Year End Date |
--05-31
|
|
|
| Entity File Number |
000-50612
|
|
|
| Entity Registrant Name |
UNIQUE
LOGISTICS INTERNATIONAL, INC.
|
|
|
| Entity Central Index Key |
0001281845
|
|
|
| Entity Tax Identification Number |
01-0721929
|
|
|
| Entity Incorporation, State or Country Code |
NV
|
|
|
| Entity Address, Address Line One |
154-09 146th Ave
|
|
|
| Entity Address, City or Town |
Jamaica
|
|
|
| Entity Address, State or Province |
NY
|
|
|
| Entity Address, Postal Zip Code |
11434
|
|
|
| City Area Code |
(718)
|
|
|
| Local Phone Number |
978-2000
|
|
|
| Title of 12(g) Security |
Common Stock, par value $0.001
per share
|
|
|
| Entity Well-known Seasoned Issuer |
No
|
|
|
| Entity Voluntary Filers |
No
|
|
|
| Entity Current Reporting Status |
Yes
|
|
|
| Entity Interactive Data Current |
Yes
|
|
|
| Entity Filer Category |
Non-accelerated Filer
|
|
|
| Entity Small Business |
true
|
|
|
| Entity Emerging Growth Company |
false
|
|
|
| Entity Shell Company |
false
|
|
|
| Entity Public Float |
|
|
$ 19,179,402
|
| Entity Common Stock, Shares Outstanding |
|
799,141,770
|
|
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false
|
|
|
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false
|
|
|
| Auditor Firm ID |
688
|
|
|
| Auditor Name |
Marcum LLP
|
|
|
| Auditor Location |
New York, NY
|
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-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityShellCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
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| Period Type: |
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| X |
- DefinitionIndicates that the company is a Smaller Reporting Company (SRC). Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntitySmallBusiness |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Name: |
dei_EntityVoluntaryFilers |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:yesNoItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 405
| Name: |
dei_EntityWellKnownSeasonedIssuer |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:yesNoItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 10-K
-Number 249
-Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 20-F
-Number 249
-Section 220
-Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 40-F
-Number 249
-Section 240
-Subsection f
| Name: |
dei_IcfrAuditorAttestationFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
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| Balance Type: |
na |
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| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
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| Balance Type: |
na |
| Period Type: |
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| X |
- DefinitionTitle of a 12(g) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection g
| Name: |
dei_Security12gTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
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| Period Type: |
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